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                                                                   Exhibit 10.34

                           MANCHESTER COMPANIES, INC.

                                ENGAGEMENT LETTER

THIS AGREEMENT (the "Agreement" dated as of May 7, 2004 between Redline
Performance Products, Inc., located at 1120 Wayzata Boulevard East, Suite 200,
Wayzata, MN 55391 (the "Company" or "Redline") and Manchester Companies, Inc.
("MCI") appoints MCI as an operational and financial advisor ("Advisor") to
Redline. MCI acknowledges that Redline is a development stage company engaged in
the design, manufacture, and marketing of snowmobiles under the Redline brand
name. MCI understands that the Company is in need of operational and financial
advisory services. In connection with the foregoing, the Company and MCI agree
that:

      1.    SCOPE. The scope of MCI's services ("Services") will be to:

            -     Provide operational and financial review and assessment of the
                  issues currently facing the Company

            -     MCI will present its findings to the Board of Directors of
                  Redline, including a remediation plan to address the current
                  issues facing the Company

            -     Assist the Company as it implements the remediation plan

            -     Assist the Company's financial advisors as needed relating to
                  additional potential financing

            -     Coordinate and provide direction to the professional team
                  assisting the Company. The professional team may include, but
                  is not limited to, management of Redline, MCI employees, legal
                  counsel, and public relations professionals

      2.    RETENTION/TERMINATION. MCI will act as the Company's Advisor from
            the date of this Agreement and for a period of thirty (30) days
            thereafter, during which time neither party may terminate this
            Agreement except for the failure by MCI to provide, using reasonable
            business practices, the Services described herein. After the initial
            thirty day period, this Agreement will continue on a month-to-month
            basis at a fee to be mutually determined by the parties until either
            party, upon at least fifteen (15) days prior written notice to the
            other, terminates this Agreement.

      3.    SERVICES. Applying reasonable business efforts, MCI will provide
            Redline with the Services outlined herein. MCI is not authorized to
            make any agreements or commitments for the Company without its
            written consent.

      4.    ADDITIONAL TERMS OF RETENTION. Notwithstanding any other provision
            of this Agreement, MCI is solely an independent contractor of and a
            consultant to Redline.

            Furthermore, MCI does not provide legal advice and Company agrees to
            rely upon advice from its own legal counsel as to all legal matters.
            Redline acknowledges it is entering into

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            this Engagement Agreement without any promises or representations by
            MCI or any third party as to actual results that will be achieved by
            MCI.

      5.    FEES; EXPENSES.

            a.    For providing the professional services described herein, MCI
                  shall be paid professional fees of fifty thousand dollars
                  ($50,000) as follows:

                  -     Thirty thousand dollars ($30,000), payable in cash, upon
                        execution of this Agreement, and

                  -     Twenty thousand dollars ($20,000) payable in cash twenty
                        (20) days following execution of this Agreement;

                  -     Fees for subsequent thirty (30) day periods will be
                        mutually determined by MCI and the Company and billed
                        monthly and due upon receipt.

            b.    Expenses - Redline agrees to, on an as-incurred basis, as
                  documented by MCI, to reimburse MCI for all reasonable
                  out-of-pocket expenses incurred in connection with the
                  rendering of the Services described herein. MCI will submit
                  expense reimbursement bills on a monthly basis and Redline
                  agrees that they will be paid within 10.

            c.    Expenses not included - MCI's fees do not include any fees
                  which may be charged by other related or non-related entities
                  involved in pursuit of the execution of the Services outlined
                  herein. Such other fees may include, but are not limited to,
                  those charged by Bankers, legal counsel, auditors and tax
                  advisors, appraisal companies, environmental testing concerns,
                  lenders, industry consultants and other consultants or
                  professionals as may be mutually determined to be necessary.

      6.    COOPERATION. Redline will cooperate with MCI and provide, where
            possible, financial and other information reasonably requested by
            MCI on a timely basis and make available its management and advisors
            for the purpose of rendering its services pursuant to this
            Agreement.

      7.    CONFIDENTIALITY.

            a.    Any information received by the parties and clearly identified
                  as confidential, will be treated by Redline and MCI as
                  confidential except as required by law. MCI will also treat as
                  confidential the contemplated plans and strategies of Redline.
                  Neither Redline nor MCI will, unless required by a statute,
                  rule, regulation, agency or court, make any public or private
                  statements about Redline's contemplated plans and strategies,
                  without the prior written consent of the other parties to this
                  Agreement.

            b.    Without limiting the generality of Section 7, any advice
                  rendered by MCI pursuant to this Agreement may not, unless
                  required by statute, rule, regulation, agency or court, be
                  disclosed publicly or privately in any matter without MCI's
                  prior written approval and will be treated as confidential.

            c.    With respect to information about the business provided by
                  Redline and clearly identified as or communicated under
                  circumstances so as to be reasonably understood to be
                  confidential, MCI agrees that, for a period of three (3) years
                  from the date of this Agreement, such information will be kept
                  confidential by it and that access to such information will be
                  limited to those persons who have a need to know the
                  information. MCI further agrees that such information shall be
                  deemed to be the property of

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                  Redline and, when in tangible form, shall be returned to
                  Redline upon request. Redline information shall be used only
                  for purposes expressed herein and may be used for other
                  purposes only with the prior written approval of Redline. MCI
                  also agrees to keep confidential in accordance herewith any
                  analysis, compilation, study, or other documents prepared by
                  MCI for use in connection with the above-mentioned Services.
                  Notwithstanding any other provision of this Agreement, MCI's
                  use and disclosure of Redline's confidential information
                  related to its intellectual property may be further restricted
                  to the extent of, and MCI agrees to become bound by, any more
                  restrictive terms of any Agreement with any third party(ies)
                  regarding Redline's sale or licensing of such intellectual
                  property.

            d.    For the purpose of this section, the phrase "confidential
                  information" does not include information which (i) is or
                  becomes available to the public other than as a result of a
                  disclosure in violation of the terms hereof; (ii) was in the
                  possession of a respective party on a non-confidential basis
                  prior to its disclosure under this Agreement; or (iii) becomes
                  available on a non-confidential basis from a source other than
                  a party hereto or its respective representative.

      8.    INDEMNIFICATION. If, in connection with any Services or matters that
            are the subject of this Agreement, MCI or any of its directors,
            officers, employees or agents becomes involved in any capacity in
            any action or legal proceeding, pending or threatened, Redline
            agrees (i) to reimburse MCI or any of its directors, officers,
            employees or agents for the reasonable legal fees, disbursements of
            counsel and other expenses including the cost of investigation and
            preparation incurred by MCI or any of its directors, officers,
            employees or agents as such fees, disbursements and other expenses
            are incurred; and (ii) to indemnify, defend, and hold MCI or any of
            its directors, officers, employees or agents harmless against any
            losses, claims, damages, or liabilities, joint or several, to which
            MDI or any of its directors, officers, employees or agents may
            become subject arising out of any such action or legal proceeding.
            Notwithstanding the foregoing, Redline shall not be required to
            indemnify, defend or hold MCI or any of its directors, officers,
            employees or agents harmless against any losses, claims, damages, or
            liabilities to the extent such action or legal proceedings is a
            result of the gross negligence, willful misconduct, bad faith or
            self-dealing of MCI or any of its directors, officers, employees or
            agents as determined by a judicial proceeding.

      9.    SURVIVAL. The provisions of this Agreement shall, where applicable,
            survive the expiration of the period of this Agreement, including
            any extensions thereof. Without limiting the foregoing, Sections 5,
            8 and 10 shall survive the termination of this Agreement.

      10.   ADVERTISING. The Company authorizes MCI to utilize its name, logo,
            and a description of services provided by the Company for MCI
            promotional purposes in a "tombstone" or other promotional material,
            including, but not limited to, materials included in brochures,
            advertisements, MCI website(s), and collateral materials for use in
            MCI's sales and marketing activities. MCI agrees not to disclose the
            proceeds received from the Company in such advertisements.

      11.   ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
            among the parties hereto with respect to the subject matter hereof
            and supersedes and cancels as of the date hereof all prior
            understandings, written or oral, with respect to the subject matter
            hereof.

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      12.   GOVERNING LAW. This Agreement and the agreements contained herein
            shall be governed by, and construed in accordance with, the laws of
            the State of Minnesota, without giving effect to the principles of
            conflicts of law thereof.

      13.   MISCELLANEOUS. Facsimile copies of this Agreement, signed in
            counterpart, shall be considered for all purposes, including
            delivery, as originals.

      14.   ENGAGEMENT DATE. MCI is prepared to begin the proposed engagement
            immediately, pending the execution of this Engagement Agreement and
            upon receipt of the first payment of $30,000.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

MANCHESTER COMPANIES, INC.                    REDLINE PERFORMANCE PRODUCTS, INC.

          /s/ James W. Simpson                         /s/ Mark Payne
--------------------------------------        ----------------------------------
  By:     James W. Simpson                      By:    Mark Payne
  Its:    Business Manager                      Its:   President and CFO

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